Existence of a Valid Contract

In determining the existence of a contract, there are certain contract elements which must be present in order to prove the existence of a contract or agreement between two parties.

A valid contract requires:

(1) an offer,

(2) an acceptance,

(3) a meeting of the minds,

(4) each party's consent to the terms, and

(5) execution and delivery of the contract with the intent that it be mutual and binding.

See Prime Prods., Inc. v. S.S.I. Plastics, Inc., 97 S.W.3d 631, 636 (Tex. App.--Houston [1st Dist.] 2002, pet. denied).

Generally, in Texas parties sue for breach of contract because the other party failed to perform or deliver on a promise or agreement under contract. As a matter of rule, oral or verbal contracts are actionable, however, a contract for real property or involving real property, there must be a written contract or agreement for it to be enforceable. See Texas Statute of Frauds.

To prevail on a breach-of-contract claim, the plaintiff must prove: (1) a valid contract between plaintiff and defendant existed; (2) the plaintiff performed or tendered performance; (3) the defendant breached the contract; and (4) the plaintiff sustained damages as a result of the breach.

Parties form a binding contract when the following elements are present: (1) an offer, (2) an acceptance in strict compliance with the terms of the offer, (3) a meeting of the minds, (4) each party's consent to the terms, and (5) execution and delivery of the contract with the intent that it be mutual and binding. Am. Nat'l Ins. Co. v. Warnock, 114 S.W.2d 1161, 1164 (Tex. 1938); Prime Prods., Inc. v. S.S.I. Plastics, Inc., 97 S.W.3d 631, 636 (Tex. App.--Houston [1st Dist.] 2002, pet. denied).

To be enforceable, the contract must be sufficiently certain to enable a court to determine the rights and responsibilities of the respective parties. T.O. Stanley Boot Co. v. Bank of El Paso, 847 S.W.2d 218, 221 (Tex. 1992); America's Favorite Chicken v. Samaras, 929 S.W.2d 617, 622 (Tex. App.--San Antonio 1996, writ denied).

If a written contract agreement is not present, an injured party can still sue for breach so long as performance was tendered. This falls under the legal theory of "quantum meruit". What this means is that, say you have a business involving landscaping and yard maintenance. If someone hired your business to landscape the yard or maintain the yard or lot, though there may not be a written contract, if you do not get compensated for your work, then you have an action for breach under quantum meruit. In other words, the other party was or is unjustly enriched or benefited from your work, labor and or materials and therefore, under equity, it should only be fair that you get compensated for your legal performance.

Will Interpretation in Texas

The basic principle in construing or interpreting a will is to ascertain the intent of the testator or the decedent. Hancock v. Krause, 757 S.W.2d 117, 119 (Tex. App.--Houston [1st Dist.] 1988, no writ). In other words, what was the general intent of the decedent person for his or her estate. If the language of the will is unambiguous and plainly expresses that intention, it is unnecessary for the court to apply the technical rules of construction; rather, the court is confined to a mere legal interpretation and enforcement of the testator's intention. Id. (citing Silverthorn v. Jennings, 620 S.W.2d 894, 896 (Tex. Civ. App.--Amarillo 1981, writ ref'd n.r.e.)). If the will is ambiguous then a court may apply rules of contract interpretation such as applying the "four corners" rule in determining the intent of the person who signed the will within the limits of the document signed or within the four corners of the document itself without any outside influence and merely reconciling the words, phrases and sentences within the document.

To determine the testator's intent, courts consider the whole instrument and, if possible, harmonize every provision of the will with all others to give the will its proper effect. Id. at 119-20 (citing Republic Nat'l Bank v. Fredericks, 155 Tex. 79, 283 S.W.2d 39 (1955)).

Moreover, in interpreting a will, a will is not effective until the death of the testator, and a devise will lapse if the devisee dies before the testator, so testators often include alternate dispositions, in case a beneficiary dies before the testator. See Coleman v. Jackson, 126 S.W. 1178, 1179-80 (Tex. Civ. App.--San Antonio 1910, writ ref'd). Reference to death of devisee when coupled with a provision for an alternate beneficiary is usually construed to mean death prior to that of the testator. Austin Presbyterian Theological Seminary v. Moorman, 391 S.W.2d 717, 722 (Tex. 1965). Similarly, a person's heirs are not determined until his or her death. See Tex. Prob. Code Ann. §§ 3, 37 (Vernon 2003 & Vernon Supp. 2007).

Generally, will disputes arise because of poor language in a will or unclear directives within a last will and testament of a testator or testatrix. In Texas, probate courts are given the jurisdiction in handling will disputes. This usually arises when significant property is at stake, and siblings and or will beneficiaries may fight about the proper interpretation of a will.

To avoid such will disputes, it is best to consult with an estate lawyer or probate attorney to draft a properly written will without leaving any room for interpretation, that is the plain meaning and language in the will is clear enough so as reasonable minds do not differ on the proper interpretation or application of a will provision. Especially when dealing with high net worth estates, it is best to leave the drafting of a will or probate legal document to the trained lawyer or attorney experienced in estate planning and or probate laws in Texas.